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GL. Sultania Versus Securities and Exchange Board of India

2007 (5) TMI 334 - SUPREME COURT OF INDIA

Whether the shares had been valued by the valuers keeping in view the other parameters enumerated in clause (c) of Regulation 20(5) of the Takeover Code? - Held that:- Appeal dismissed. As satisfied that the valuer, Patni & Company have not committed any such error which may justify our interference. They have considered all the factors relevant under Regulation 20(5)(c) of the Takeover Code and have adopted a reasonable approach which does not call for interference. The Board has acted in a .....

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ayank Mishra, Ms. Inklee Barrooah, Ms. Rohini Musa, Ms. Bina Gupta, Ms. Pallavi Roy Chowdhary, Bhargava V. Desai, Rahul Gupta, Ms. Rakhi Ray and S.S. Ray for the Respondent. JUDGMENT B.P. Singh, J. - This batch of appeals has been preferred by the appellants under section 15Z of the Securities and Exchange Board of India Act, 1992 ( the Act ) impugning the common judgment and order of the Securities Appellate Tribunal, Mumbai dated 8-12-2005 disposing of eleven appeals before it. While Civil App .....

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ard ) as well as the Merchant Banker had not properly valued the shares of the target company in accordance with the parameters laid down in Regulation 20(5) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 ( Takeover Code ). Respondent No. 3, who is the real contesting respondent, on the other hand contended before the Appellate Tribunal that the valuation of shares was done having regard to the parameters laid down under Regulati .....

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ffort to satisfy us that the price approved by the Board for incorporation in public offer under the provisions of the Takeover Code was not a fair price and that in reaching that valuation the valuer had committed mistakes inas- much as it had not properly appreciated the requirements of Regulation 20(5) of the Takeover Code. On the other hand counsel for the respondents with equal vehemence supported the conclusion reached by the Appellate Tribunal and submitted that the valuers had taken into .....

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me such grave error of law or principle which necessitated Court s interference and resultantly necessitated a fresh valuation in accordance with the provisions of the Takeover Code. Learned senior counsel submitted that in the facts of this case there was no justification for not accepting the valuation suggested by M/s. Patni and Company who had been appointed for the purpose by the Board. 4. Though the issue involved in the appeals lies within a narrow compass, in view of the submissions vehe .....

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mpanies including the target company. All the brothers held equal shares in the target company and the public shareholding in the target company was negligible, that is less than 0.30 per cent. The shares of the target company are infrequently traded. In the year 1994 about 40 per cent of the equity capital of the target company was transferred to Shri C.K. Somany pursuant to a family settlement arrived at between the brothers. According to the appellants on 5-8-1994 there was an agreement betwe .....

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for specific performance of the agreement dated 5-8-1994. In that suit an ex parte order of injunction was passed restraining Respondent No. 3 Shri C.K. Somany from selling the shares obtained from the other brothers in the target company. In his written statement Respondent No. 3 Shri C.K. Somany made a counter claim and prayed for a mandatory injunction directing Shri R.K. Somany to sell 3,40,000 shares of the target company to him @ Rs. 15 per share, and the remaining two brothers to sell the .....

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erim order thereby permitting him to acquire 7.30 per cent shares of Shri S.K. Somany in the target company. This triggered the provisions of the Takeover Code which obliged Respondent No. 3, Shri C.K. Somany to make a public announcement to acquire shares in accordance with the Takeover Code. In accordance with Regulation 16 of the Takeover Code he was obliged inter alia to include in the public announcement the minimum offer price for each fully paid up or partly paid up share. The application .....

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of the Board, Respondent No. 3 was required to make an open offer to all the shareholders of the target company including his brothers. 8. The public announcement was made by respondent Nos. 2 and 3 herein to acquire the balance 19.19 per cent share of the target company held by the minority shareholders on 30-11-2003. The offer price proposed to be mentioned in the public announcement was Rs. 40 per share as determined by the Merchant Banker namely, M/s. UTI Bank on the basis of the MOU dated 7 .....

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to the appellants, respondents 2 and 3 in consultation with the Merchant Banker namely, M/s. UTI Bank appointed M/s. Deloitte Haskin and Sells, a firm of Chartered Accountants, to value the shares of the target company. The aforesaid firm of valuers determined the price of each share of the target company as Rs. 43.02. The appellants still persisted in their objection that the value of each share determined by the aforesaid firm of valuers was not correct. 10. Before approving the draft letter o .....

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tion of M/s. Patni and Company and, therefore, the Merchant Banker wrote to the Board objecting to the same on 9-3-2005. The Board permitted the Merchant Banker to get the shares valued by any other Chartered Accountant. In these circumstances, the Merchant Bankers in consultation with the Board appointed M/s. T.R. Chadha and Company to value the shares of the target company. According to the report of M/s. T.R. Chadha & Company submitted on 13-4-2005 the fair market value of each share of t .....

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dated 11-3-2004 and 11-6-2004 appellant G.L. Sultania had complained to the Board against the valuation of shares by the Merchant Banker and while doing so he had enclosed copies of two valuation reports of M/s. Anand K. Associates and M/s. Sanjay Bajoria and Associates valuing the shares of the target company at much higher rates namely, Rs. 408 and Rs. 590 per share. 14. In the circumstances set forth above the Board accepted the valuation report of M/s. Patni and Company and by its order of .....

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smissed the appeals preferred before it. Having noticed the background facts in which the controversy arose, the appellate Tribunal observed that the valuation of shares could be impeached on the ground of fraud, mistake or miscarriage of justice. It could also be interfered with if there was an apparent or arithmetical error or the valuers took into account something, which ought not to have been taken into account or interpreted the regulations wrongly, or proceeded on some erroneous principle .....

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e reports were considered by the Board. Since the shares were not traded frequently the valuers had to keep in mind the principles incorporated in Regulation 20(5) of the Takeover Code. It noticed that if only clauses (a) and (b) of Regulation 20(5) were to be considered, the only negotiated price under (a) being Rs. 40 per share the minimum offer price to be incorporated in the public offer could be Rs. 40 per share. However, the merchant bankers as well as the valuers also considered the matte .....

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s whether the shares had been valued by the valuers keeping in view the other parameters enumerated in clause (c) of Regulation 20(5). 16. It was argued before the appellate Tribunal that neither the Board nor the Merchant Banker applied their mind in determining the fair market value of the shares which resulted in gross undervaluation of the shares. It was also argued that the principles laid down in Hindustan Lever Employees Union s case (supra) did not apply to the facts of this case as that .....

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lue of the shares of the target company be worked out on that basis. The appellants also contended that the valuation report of Patni & Co. did not take into account the return of net worth, the book value of the shares, or the earning per share. If these factors were considered the value of each share would have been more than Rs. 200 each. 17. The appellate Tribunal noticed the fact that the Board had exercised its discretion under the proviso to sub-regulation (5) of Regulation 20 by requ .....

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he net value of its shares. The submission that the entire assets of its subsidiary should have been taken into account in working out the value of the shares of the target company was untenable. It further held that the said M/s. Ace Glass Containers Ltd. was not a subsidiary of the Target Company within the meaning of that term in section 4(1) of the Companies Act since the target company did not own more than ½ in nominal value of the equity share capital of M/s. Ace Glass Containers L .....

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it could be reasonably concluded that the valuation reports of the three valuers suffered from the vice of perversity or gross error. 19. Considering the submission that M/s. Patni & Co. had not taken into account the net worth of the target company, it held that return on net worth was only indicative of the profitability of the company and was not in itself a method of share valuation. It was, however, one of the factors to be considered in evaluation. Patni & Co. applying the ratio i .....

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s untenable. It was held that in the instant case the calculation was done in accordance with the provisions of the Companies Act; Sick Industrial Companies (Special Provision) Act, 1956 and the SEBI (Disclosure and Investor Protection Guidelines), 1999. It also rejected the contention that the earning per share had not been worked out by the valuer and in this connection reference was made to paragraph 3.3.2 wherein the earning per share had been calculated. Regarding adopting 15 per cent as th .....

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. 408 and Rs. 590 per share. Apart from other reasons, the very fact that there was such a wide disparity in valuation in the aforesaid two reports, was itself a sufficient ground to reject them. 22. In view of these findings the appellate Tribunal held that the Board had acted strictly in terms of the Takeover Code and approved the public offer. There was no ground, therefore, to assail the approval to the public offer. The valuation of shares by M/s. Patni & Co. was arrived at after follow .....

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24. Counsel for the appellants submitted that questions of law do arise for consideration of this Court. He referred to several decisions of this Court and submitted that the Board failed to appreciate that the valuation report of Patni & Co. failed to take into account all the relevant factors enumerated in section 20(5) of the Take Over Code, in particular he referred to the factors mentioned in clause (c) of sub-regulation (5) of Regulation 20 and submitted that for failure to properly ap .....

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eovers. The object is to bring about fairness in such transactions as also to protect the interests of the investors in securities. In the Takeover Code there are provisions which are intended to protect the interests of small shareholders so that in any substantial acquisition of shares they get a fair price for the shares transferred by them. The entire scheme designed for this purpose, including the making of a public offer as also a counter offer, is to protect the interests of the investors .....

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must examine whether the provisions of the Takeover Code have been scrupulously observed, and whether the Board as the regulatory authority has exercised its authority and discretion in a proper manner so as to ensure fairness to the shareholders. At the same time one cannot lose sight of the fact that a public offer made by a person intending to acquire substantial shares in a company is a commercial venture of acquisition of shares, but the law steps in obliging him to offer a fair price for .....

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s or a combination of them. The location, the service, the standing of the business, the honesty of those who run it, and the lack of competition and many other factors go individually or together to make up the goodwill, though locality always plays a considerable part. At the same time, locality is not everything. In the case of a theatre or restaurant, what is catered, how the service is run and what the competition is, contribute also to the goodwill. In that case a question arose whether th .....

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did arise in the case. It will thus appear that this Court held that a question of law did arise for consideration if in valuing the goodwill only one factor was considered and other ignored i.e. all relevant factors were not considered. The question was whether the goodwill was calculated in accordance with law. 28. In the case of CGT v. Executors and Trustees of the Estate of Late Shri Ambalal Sarabhai 1988 (Supp.) SCC 115 shares in a private limited company not quoted on the stock exchange w .....

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be permissible for the parties to agree upon one of the alternative modes of valuation in preference to another. In this case, the revenue cannot be said to be precluded from urging the correct legal position. In the ultimate analysis, it requires to be held that the view of the High Court as to the principle of valuation in determining the value of the kind of shares concerned in this case cannot be held to be correct. . . . (p. 119) This decision is clearly an authority for the proposition th .....

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and even assuming that there was another method which was more appropriate, still the method chosen by the rules, which was also one of the recognized methods, must be adopted. This was a case of determination of market value of unquoted equity shares. 30. Reliance is placed on the decision of this Court in Dr. Renuka Datla v. Solvay Pharmaceuticals B.V. [2004] 1 SCC 149 for the proposition that even where finality attaches to the decision of the valuer, the Court could still intervene if the va .....

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could not be challenged on the ground of its being vitiated by fundamental error. 31. In Duncans Industries Ltd. v. State of UP [2000] 1 SCC 633 this Court held that the question of valuation is basically a question of fact and this Court is normally reluctant to interfere with the finding on such a question of fact if it is based on relevant material on record. Similarly in Miheer H. Mafatlal v. Mafatlal Industries Ltd. [1997] 1 SCC 519 this Court sounded a note of caution observing that valuat .....

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f shares. If the valuer adopts the method of valuation prescribed, or in the absence of any prescribed method, adopts any recognized method of valuation, his valuation cannot be assailed unless it is shown that the valuation was made on a fundamentally erroneous basis, or that a patent mistake had been committed, or the valuer adopted a demonstrably wrong approach or a fundamental error going to the root of the matter. Where a method of valuation is prescribed the valuation must be made by adopt .....

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r sub-regulations (4) and (5). (2) to (4)****** (5) Where the shares of the target company are infrequently traded, the offer price shall be determined by the acquirer and the merchant banker taking into account the following factors:- (a )the negotiated price under the agreement referred to in sub-regulation (1) of regulation 14; (b)the highest price paid by the acquirer or persons acting in concert with him for acquisitions, if any, including by way of allotment in a public or rights or prefer .....

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ars standing or a public financial institution. Explanation : (i) For the purpose of sub-regulation (5), shares shall be deemed to be infrequently traded if on the stock exchange, the annualized trading turnover in that share during the preceding six calendar months prior to the month in which the public announcement is made is less than five per cent (by number of shares) of the listed shares. For this purpose, the weighted average number of shares listed during the said six months period may b .....

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r of shares listed during the six months period may be taken. (iii) In case of shares which have been listed within six months preceding the public announcement, the trading turnover may be annualized with reference to the actual number of days for which the shares have been listed . 34. So far as clauses (a) and (b) are concerned, there can be no dispute that the highest price offered by the acquirers for the shares of the target company under the Memorandum of Undertaking dated 7-10-2002 was R .....

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een considered at all, or if considered there is complete disregard of well-settled principles of valuation of shares depicting clearly a fundamentally erroneous approach. 36. At this stage we may make a few observations about Regulation 20(5). This Regulation applies to infrequently traded shares of a company. It lays down the parameters that must be taken note of and considered in arriving at the valuation. But it must be understood that the parameters laid down are by no means exhaustive. The .....

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uer from considering other relevant factors according to accepted principles of valuation of shares. 37. It may also be observed that not any one of the parameters is in itself decisive. All the factors have to be considered and the valuation arrived at. The Regulation itself does not prescribe the weightage to be assigned to different enumerated parameters. As noticed earlier, many imponderables enter the exercise of share valuation. It must therefore follow that the weightage to be given to th .....

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tical precision and exactitude are not the attributes of share valuation, for at best the valuation arrived at by an expert is only his opinion as to what the value of the share should be. No doubt the variation may not be very wide between two valuations prepared honestly by two valuers applying the correct approach and the correct principles, but some variation is unavoidable. 38. There is one other factor which cannot be ignored. The Regulation seeks to protect the interest of an investor by .....

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ity of shares to strengthen his voting rights. A majority shareholder may also wish to acquire shares so as to hold 75 per cent of the equity capital which will ensure passage of special resolutions. Such an acquirer may value the shares differently from his point of view. Similarly a shareholder already holding 75 per cent shares may acquire more shares only to consolidate his holding in the target company. It may not suit his objectives to pay a higher price than the other three categories not .....

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Regulation 20(5) mandates that the offer price shall be determined by the acquirer and the merchant banker taking into account the factors mentioned therein. The Board as the regulator is not bound to accept the offer price which is required to be incorporated in the public offer, if it suspects that the offer price does not truly represent the fair value of the shares determined in accordance with Regulation 20(5). It has therefore been provided that if considered necessary the Board may requir .....

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of doubt, it may require valuation of the shares by an independent merchant banker or chartered accountant. If the valuation determined by the acquirer or his merchant banker agrees with the valuation of the Board s valuer, more or less, then the Board has no option but to accept the offer price of the acquirer. It may suggest changes in the draft letter of offer, but it is doubtful if it can compel the acquirer to improve his offer even if the offer price is found to be fairly arrived at after .....

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e letter of offer of the acquirers failed in performance of its duty as required under the Act and Regulations and consequently failed to pass appropriate directions including, to revise the offer price in terms of the mandate under the Takeover Code. According to him, the Board ought to have passed a reasoned order after giving to the appellants and other complainants an opportunity of hearing before determining the offer price for the public announcement. He contended that apart from the repor .....

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unsel for the respondent/acquirers submitted that under Regulation 20(5) the Board does not exercise appellate jurisdiction over the valuation but only exercises its powers akin to judicial review as a regulator to oversee that there is no palpable illegality. The Board being a regulator is bound to oversee that substantial acquisition of shares and takeovers occurs in accordance with the relevant Regulations. It must be satisfied that the valuation of shares is not arbitrary, perverse, or capri .....

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Board are conversant with the working of the securities market and in that sense they may have considerable experience. Reliance was placed on the judgment of this Court in Miheer H. Mafatlal s case (supra) and submitted that the Court must not sit in appeal over opinion rendered by experts. 44. Learned counsel appearing on behalf of the Board submitted that the Board had done all that was necessary before approving the letter of offer. It had considered the letter of offer and also the complain .....

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letter of offer, the three valuation reports before it in the light of the provisions of the Regulations, the Board was satisfied that the valuation of shares done by M/s. Patni and Company represented the fair value of the shares. It was also the highest and therefore favourable to the interest of shareholders. There is nothing in the scheme of Regulation 20 which requires the Board to pass a reasoned order while approving the offer price declared in such public offer document. 45. We are of t .....

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e basis thereof. If it finds that the offer price is reasonable and the valuation report is satisfactory it may approve the offer price to be incorporated in the letter of offer. The power of the Board under Regulation 44(f) must be understood in the context of the scheme of the Regulations. Any price which it might determine under the aforesaid Regulations must also be determined having regard to the factors enumerated in Regulation 20(5). If it finds that the valuer s report takes into conside .....

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own the norms and parameters which must be observed. It cannot be lost sight of that the scheme of the Regulations is to permit an intending acquirer to make his offer to the shareholders whose shares are sought to be acquired. Despite the regulatory powers of the Board, the offer still remains that of the acquirer and not the Board. The Board has only to be satisfied that the offer made is reasonable and fair and in the interest of the shareholders. In case of doubt it may seek the opinion of a .....

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e that the Board not only considered the offer document submitted by the acquirers along with the report of the valuer, it took the precaution to seek the opinion of another expert valuer in view of complaints made by some shareholders. The appellants cannot therefore make a grievance that their objections were not given due weight. Thereafter, it also gave an opportunity to the acquirers to get the opinion of another expert valuer. Ultimately the Board reached the conclusion that the share pric .....

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d in consonance with the Regulations. Only after considering all relevant matters it approved the offer price to be incorporated in the public offer document. 46. We shall deal with the valuation reports of M/s. Anand K. Associates and M/s. Sanjay Bajoria and Associates later. 47. It was next contended that the appellate authority also failed to exercise its powers inasmuch as it failed to appreciate that the Board had clearly failed in discharge of its duty and had further failed in not exercis .....

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specific points raised by the appellants to support the contention that the relevant factors were not considered by M/s. Patni and Company and both the Board as well as the appellate authority failed to notice non-compliance of the provisions of Regulation 20(5) which vitiated the report of M/s. Patni and Company and also the approval of the offer price by the Board. 49. Before we advert to the rival submissions urged on behalf of the parties pertaining to specific points in the report of M/s. .....

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y Method, and the Market Price Method. It observes that each method proceeds on different fundamental assumptions, which have greater or lesser relevance, and at times there is no relevance of a particular methodology to a given situation. While the Net Value Method represents the value of the shares with reference to the value of the assets owned and the liability as on the valuation date, the Profit Earning Capacity Method (for short the PECV ) involves determination of the future maintainable .....

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it has calculated the yield value by taking the average of 9 years, from 1993-94 to 2001-02. The year 2002-03 was excluded for the reasons recorded in the report which show that on account of abnormal situations the profits of the Company had decreased. In Hindustan Lever, the principle that for working out the average profit, profit of only those years which were normal and not affected by abnormal situations should be considered, was approved. Taking the capitalization rate as 15 per cent as .....

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aded shares of the Company, the average of market price of six months prior to 7-10-2002, the reference date as stated in the letter of offer has been taken resulting in a value of Rs. 66.87 per share. 54. Combining all the three values and giving them appropriate weightage, value of each share has been worked out to Rs. 64.18. In applying the weightage, the precedent in Hindustan Lever Employees Union s case (supra) has been followed. 55. The valuer M/s. Patni and Company has expressly noticed .....

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, the Book Value has been worked out to Rs. 83.02 per share. 57. Profit Earning Capacity Value has been worked out to Rs. 34.39 per share. 58. The earning per share has been worked out by multiplying average earning per share by Industry Profit Earning which is taken as 9.60 for the sector Glass and Glass Products (as per capital market dated March 1-14, 2004). So calculated the price per share comes to Rs. 67.97. 59. After taking the values worked out by the three methods PECV, NAV and EPS and .....

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cause of abnormally high profits as a result of general boom in economic scenario and upward trend of Rupee in comparison to Dollar. Thereafter applying the same weightage as in Hindustan Lever, (except for the market price) the fair value per share has been found to be Rs. 63.50. The weightage for market value was reduced from 2 to 1 because in the case of infrequently traded shares, the market price has less relevance. 61. We have carefully examined the report submitted by Patni and Company. I .....

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es Union s case (supra). Learned counsel for the appellants submitted that the principles approved in Hindustan Lever Employees Union s case (supra) were not relevant and should not have been applied by the valuer. This was because that was a case of amalgamation of two companies and it was in that context that the valuation of the shares had to be determined. It is true that Hindustan Lever Employees Union s case (supra) related to a case of amalgamation but for determining the value of the sha .....

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s approved by this Court in Hindustan Lever Employees Union s case (supra). 62. The question then arises as to whether having noticed the relevant factors the valuer adopted the accepted principles and practice of valuation. 63. We heard the parties at length on this question only to find out whether there was any such error committed by the valuer which vitiated its report. We have found none. In fact the argument before the Court was that in following a particular practice or giving a particul .....

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f the target company. 65. We shall briefly notice some of the objections raised before us by the appellants and the reply of the respondents to those objections only to demonstrate that they are really matters within the realm of the experts to determine and the Court may not be justified in delving into those matters, which must be left to the wisdom, expertise and experience of a qualified valuer. 66. According to the appellants while applying the Earning Per Share method for arriving at an al .....

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three profit making companies and therefore there was no reason why the valuer should have taken the industry P/E ratio as represented during the period March 1-14, 2004. 67. On the other hand the respondents contended that the Capital Market which is a fortnightly magazine gives the necessary data in regard to each industry. The data pertaining to every industry category reflect the full year , the latest quarter and the trailing twelve months figures. The Capital Market source itself says that .....

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s out of which 6 companies are loss making hence having a negative P/E ratio and the other 3 companies having minimal profit, the Industry Composite P/E ratio of 20.9 is calculated based on P/E ratio of 3 profit making companies only, thereby ignoring the performance of other 9 companies. Moreover P/E ratio of glass and glass product industry is very fluctuating because of infrequent trading of shares of most of the companies in this sector. It is for these reasons that P/E ratio of 9.6 (Source .....

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ontainers Ltd. was considered which also the valuer failed to do. The value of the shareholding of the target company in the subsidiaries and ACE Glass as reflected in the Balance Sheet of the target company merely reflected the historical cost of such investments and not the true value thereof. 70. Learned counsel for the respondents submitted in reply that ACE Glass was a potentially sick company registered with the BIFR having carry forward losses of Rs. 266 crores as on 31-3-2003 and there i .....

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urther submitted that cumulative revenue of the two wholly owned subsidiaries is around 4 per cent of the revenue of the target company. Similarly the cumulative assets of the two subsidiaries (on a net block basis) is also around 2 per cent of the total net block of the target company. He submitted that it is well recognized that a shareholder in a company does not ipso facto have a right in the assets of the company and that his right is only to receive dividends from the company. The value of .....

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nd only and has no right whatsoever in the assets of subsidiary and associate companies. 72. The appellants made a grievance that the capitalization ratio of 15 per cent was taken by Patni & Company whereas the capitalization ratio should have been 8 per cent. It was submitted that the guidelines issued by the CCI had been repealed and, therefore, reliance could not be placed on the aforesaid guidelines. 73. To this the respondents have replied by saying that the CCI guidelines have always b .....

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Another objection of the appellants is that if revaluation reserve was considered the Net Asset Value would have come to Rs. 124.82 but this was not done by the valuer. 76. In reply to the said submission, learned counsel for the respondents submitted that the revaluation reserves are never considered as part of the net-worth computation. Referring to section 2(29A) of the Companies Act, which defines net worth , he submitted that the definition expressly excludes revaluation reserves. Moreover .....

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valuer has submitted that while calculating Return on Networth (5.38 per cent) of the company for the year 2001-02 revaluation reserve has been included. As per paragraph 6.2 of CCI guidelines only genuine reserve should be included while calculating True Networth of the company. Therefore, Return on Net Worth should have been calculated after deducting the revaluation reserve. The valuer has, however, commented that in the present case valuation of shares would not be affected by this inclusion .....

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idelines and the said value is reduced to Rs. 34.39 while adopting the very same method but while valuing the shares in terms of Regulation 20(5)(c). 79. To this the reply of the respondents is that the valuer has correctly applied the HLL/TOMCO principles for computation of the Yield Value . Adopting those principles audited financial statements of 9 years between 1993-94 and 2001-02 were considered. The financial statement for the year 2002-03 was excluded since the profits for that year had f .....

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e objections raised by the appellants and we must observe that several other similar objections were raised by them. We have also noticed the reply of the respondents and in most cases the observations of the valuer. It appears to us that the appellant expects this Court to act as an expert itself. This, we are forbidden from doing. Unless it is shown that some well accepted principle of valuation has been departed from without any reason, or that the approach adopted is patently erroneous or th .....

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o many imponderables enter the exercise of valuation of shares. 81. Having considered all aspects of the matter, we are satisfied that the valuer, Patni & Company have not committed any such error which may justify our interference. They have considered all the factors relevant under Regulation 20(5)(c) of the Takeover Code and have adopted a reasonable approach which does not call for interference by us. It may be that views may differ and it is no gainsaying that even experts may differ in .....

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